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General Business Securities

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.

Howey Got Here: SEC Issues Guidance on Token Offerings

by Morrison & Foerster LLP on

The Howey test lives on—now in a lesson in what not to do when it comes to token offerings. Token offerings, also known as “initial token offerings,” “token launches,” “token sales,” “initial coin offerings,” or “ICOs,”...more

FINRA Proposes to Loosen Restrictions on Performance Projections

by Carlton Fields on

In March, FINRA solicited comments on proposed amendments to Rule 2210, Communications with the Public, that would create an exception to the rule’s prohibition on projecting investment performance. The proposed exception...more

Technology and Life Sciences IPO Survey - 2017 First Half

by Fenwick & West LLP on

This report analyzes key aspects of initial public offerings (IPOs) for technology and life sciences companies that went public in the first half of 2017. Downloading the full report will provide you access to a number of...more

Financial Services Weekly News - July 2017 #3

by Goodwin on

Editor's Note - Going Strong to the Mic. The Office of the Comptroller of the Currency’s (OCC) proposed special purpose nondepository national bank charter for FinTech companies (FinTech Charter) has long been the source...more

Independent Directors, Law Firm and Financial Advisor not Liable for Omissions in Private Tender Offer

R.L. Polk & Co. Inc., a private company, was allegedly more than 90% controlled by the Polk family. The Company was in the consumer marketing business with holdings such as Carfax, Inc. In March 2011, the Company initiated a...more

Related-Party Provisions Prevent Deduction by S Corp Shareholders - Tax Update Volume 2017, Issue 4

by Pepper Hamilton LLP on

Many routine transactions occur between related parties, including the payment or accrual of interest on indebtedness, license fees, salary or benefits to employees and/or shareholders, and trade invoices. The Tax Court...more

Blockchain and Digital Token Update: SEC Releases Investigative Report and Investor Bulletin

by Perkins Coie on

On July 25, 2017, the Securities and Exchange Commission (“SEC”) released groundbreaking materials relating to blockchain tokens. These materials provide significant and welcome insight to the SEC’s and its staff’s thinking...more

How much latitude will the court give a non-defaulting party under the GMRA and GMSLA?

by Dentons on

A recent case considers service of default notices (the Notices) and valuation of trades under a Global Master Repurchase Agreement (GMRA) and a Global Master Securities Lending Agreement (GMSLA) (toghether, the Agreements)....more

SEC Declares That Initial Coin Offerings (ICOs) May Be Securities; Finds DAO a Security

The SEC has opined that, depending on the facts and circumstances of each individual ICO, the virtual coins or tokens that are offered or sold may be securities. If they are securities, the offer and sale of these virtual...more

SEC Finds Initial Coin Offerings Can be Securities

The SEC issued an investigative report cautioning market participants that offers and sales of digital assets by “virtual” organizations are subject to the requirements of the federal securities laws. Such offers and sales,...more

Carried Interest tax regime in Italy (art. 60 of Law 96/2017)

The new tax regime aims at discounting the taxation of the excess profit (i.e. profit in excess of the amount that the managers have contributed to the undertaking) attributed to investment managers or managers of target...more

ICOs: Proceed With Caution

by Ifrah PLLC on

Yesterday, the Securities and Exchange Commission (“SEC”) issued an investor bulletin and an investigative report. The investigative report found that companies involved in sales of digital assets via distributed ledger or...more

Saudi Arabia's Transformational Privatization Plans

by Dechert LLP on

The leadership of Saudi Arabia (the “KSA”) has embarked on a bold transformation strategy to revitalize KSA’s economy and to position it for the demographic and economic challenges that lie ahead. The flagship transaction for...more

Federal Banking Agencies Announce No-action Position on Certain Foreign Excluded Funds Under the Volcker Rule

by Morrison & Foerster LLP on

Section 13 of the Bank Holding Company Act of 1956, as amended, and its implementing regulations (the “Volcker Rule”) generally prohibit a “banking entity” from engaging in proprietary trading and from investing in,...more

Hong Kong court appoints receivers to preserve assets in aid of arbitral proceedings in China

by Hogan Lovells on

The Hong Kong High Court has appointed receivers over shares in a Hong Kong company as an interim measure to preserve the status quo and the value of the shares, pending the outcome of CIETAC arbitration proceedings in...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Fed’s Open Markets Committee meets today, and despite relatively robust economic numbers of late, the lack of oped-for inflation (among other things) is likely to keep the Fed from moving on interest rates again at this...more

White Collar Watch (July 2017 • Vol 1, Issue 2)

by Blank Rome LLP on

Welcome to the summer edition of Blank Rome’s White Collar Watch. In a world that seems to bring new challenges daily—such as the global cybersecurity attacks that were launched in late June—this newsletter is designed to...more

FSOC to Review Volcker Rule; Regulators Defer Enforcement for Foreign Funds

On Friday, July 28, 2017, Treasury Secretary Mnuchin will preside over an executive session of the Financial Stability Oversight Council (Council) at the Treasury Department. The preliminary agenda includes a discussion about...more

The SEC (Sort of) Extends EGC Benefits to All Issuers

by White & Case LLP on

On June 29, 2017, the Securities and Exchange Commission ("SEC") extended to all issuers some of the benefits that Congress granted to emerging growth companies ("EGCs") in 2012 under the Jumpstart Our Business Startups Act...more

Mid-Year IPO Trends - July 2017

Practical Law Company recently reviewed trends in the U.S. IPO market for the first half of 2017. In the first five months of 2017, 46 IPO issuers identified themselves as emerging growth companies (EGCs). Under the JOBS...more

Private Investors Account for a Quarter of Global Real Estate Transactions

by Dorsey & Whitney LLP on

Private investors are becoming an ever more integral part of the commercial real estate market; it has been reported (here) that they now account for over a quarter of all global commercial real estate transactions. Further...more

Bienvenidos a Colombia: A Friendly Market for Foreign Reinsurers

by Zelle LLP on

By comparison to other jurisdictions, international reinsurers have easy access to the Colombian market. While the access to underwriting risks is not as limiting, it is not boundless. Colombia has delineated requirements...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The DOJ is dismissing charges against former JPMorgan employees allegedly mixed up in the London Whale trading scandal that cost JPM more than $6 billion....more

Blog: You Want Mandatory Arbitration In Your Charter? Hey, Just Ask!

by Cooley LLP on

This is the opening paragraph from Tuesday’s column by Alison Frankel, one of my favorite legal columnists/bloggers: “This could be the start of something huge: Securities and Exchange Commissioner Michael Piwowar said in...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - FHFA Announces $5.5 Billion Settlement With Royal Bank of Scotland - On July 12, 2017, the Federal Housing Finance Agency ("FHFA"), as conservator of Fannie Mae and Freddie Mac,...more

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